UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CENTREX, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 000-32021 73-1554121
(State of incorporation) (SEC File Number) (IRS Employer ID No.)
8908 South Yale, Suite 409
Tulsa, Oklahoma 74137-3545
(918) 491-7557
(Address of Principal Executive Offices and Zip Code)
3,350,000 Shares of Common Stock
Issued Pursuant to Employment and Consulting Agreements
Kaufman & Associates
One Main Plaza, Suite 210
Tulsa, Oklahoma 74119
(918) 584-4463
(Name and address of Agent for Service)
(Telephone number, including area code, of Agent for Service)
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of securities Amount to be Price per Offering Registration
to be registered registered Share Price Fee
- --------------------------------------------------------------------------------
Common Stock 2,250,000(1) $0.001* $2,250* $0.63(2)
Common Stock 1,100,000(3) $0.001 $1,100 $0.31
--------- ------ -----
3,350,000 $3,350 $0.94
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(1) 2,250,000 shares are issued to Centrex employees pursuant to Employment
Agreements
(2) Fees are calculated by multiplying the aggregate offering amount by .000264
pursuant to Section 6(b) of the Securities Act.
(3) 1,100,000 shares are issued to Consultants pursuant to Consulting
Agreements
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(h), this estimate is based on par value of the
Registrant's common stock, $0.001 par value per share.
PART I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The prospectus (the "Resale Prospectus") may be used in connection with
reoffers and resales of shares of Centrex common stock issued pursuant to
compensation prior to the date of this Registration Statement. The Resale
Prospectus is filed as part of this Registration Statement as required by Form
S-8.
REOFFER PROSPECTUS
3,350,000 Shares of Centrex, Inc. Common Stock
The selling shareholders may sell up to 3,350,000 shares of common stock
from time to time. These selling shareholders may sell their shares:
-On the National Quotation Bureau
-To a broker-dealer, including a market maker, who purchases the shares
for its own account -In private transactions or by gift
The selling shareholders may also pledge their shares from time to time,
and the lender may sell the shares upon foreclosure.
The shares being offered by the selling shareholders have been issued upon
the exercise of certain stock options or as compensation for consulting services
rendered not in connection with a capital fund raising transaction or to make or
maintain a market for Centrex's common stock.
We will not receive any proceeds from the sale by the selling shareholders
of their shares of common stock. We paid the cost of the preparation of this
prospectus and of registration, which is estimated at $250.
--------------------------------
Investing in shares of our common stock involves a high degree of risk. You
should purchase the shares only if you can afford to lose your entire
investment. See "Risk Factors," which begins on page 4.
--------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 19, 2001
TABLE OF CONTENTS
THE COMPANY........................................................4
RISK FACTORS.......................................................4
USE OF PROCEEDS....................................................4
SELLING SHAREHOLDERS...............................................4
PLAN OF DISTRIBUTION...............................................4
AVAILABLE INFORMATION..............................................4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................4
LEGAL MATTERS......................................................4
EXPERTS............................................................4
THE COMPANY
We are a development stage company. We own the exclusive worldwide license
to a technology for detecting E. coli bacteria in food and water. We also own
the exclusive worldwide license to a technology for detecting cryptosporidium
and other pathogens in water.
The E. coli detection system prototype is presently being developed at Los
Alamos National Laboratory ("LANL"). The prototype should be capable of
confirming the presence of E. coli bacteria within minutes as opposed to the
current testing method that requires an average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.
We have no operating history prior to October 6, 1998. Because our products
are presently being developed or are in the planning stage, we have no revenues.
Our development activities to date have been funded primarily by loans from our
founding shareholders. We do not anticipate any revenues from the sale of
products until such products have been proven to be commercially viable and
appropriate government and industry approvals, if required, have been obtained.
There is no assurance that we will be successful in developing commercially
viable products, that such products will obtain appropriate government and
industry approvals, or that such products will generate revenue and profits for
the Company.
Our immediate objective is to develop and market a competitive product line
of E. coli detection systems for water treatment plants that are designed to
meet current testing requirements and produce test results in less than one
minute and at a lower cost per test than the method currently used. E. coli
contamination of drinking water and surface water is an increasing problem
worldwide. Accurate and immediate testing for E. coli contamination can reduce
the risk of illness and death.
We acquired the exclusive rights to the E. coli detection system on June 7,
1999, when we acquired 100% of the common stock of E. Coli Measurement Systems,
Inc. ("EMSI"), a Florida corporation, in exchange for 540,000 shares of our
common stock. EMSI ceased to exist by reason of the transaction, and the rights
and obligations of EMSI under their Exclusive License Agreement and Sponsored
Research Agreement with the University of California were assigned to us.
We acquired the exclusive worldwide rights to the cryptosporidium detection
system on September 17, 1999, when we acquired 100% of the common stock of Safe
Water Technologies, Inc. ("SWT"), a Florida corporation in exchange for 950,000
shares of our common stock. SWT ceased to exist by reason of the transaction and
the rights and obligations of SWT under their Exclusive License Agreement with
the University of South Florida Research Foundation were assigned to us.
The description of our business and other information regarding the Company
is contained in our Form 10-SB, as amended, and our Form 10-KSB for the year
ended December 31, 2001. These reports are incorporated herein by reference.
RISK FACTORS
You should carefully consider each of the risks and uncertainties described
below and all the other information contained in this prospectus before deciding
to invest in shares of our common stock. The trading price of our common stock
could decline if any of the following risks and uncertainties develop into
actual events, and you may lose all or part of the money you paid to buy our
common stock.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by use described below and elsewhere in this
prospectus. We assume no obligation to update any forward-looking statements or
reason why actual results might differ.
We Have A Limited Operating History
We have only been operating since October 6, 1998. Accordingly, we have a
limited operating history upon which an evaluation of our performance and
prospects can be based. We face all of the risks common to companies in their
early stage of development, including:
-Under Capitalization
-Cash Shortages
-An Unproven Business Model
-A Product in the Development Stage
-Lack of Revenue, Cash flow, and Earnings to be Self-sustaining
Our failure to successfully address any of the risks described above will
have a material adverse effect on our business, financial condition and on the
price of our common stock.
We Have A History Of Losses And Expect Future Losses
We have had annual losses since our inception in October, 1998. We expect
to continue to incur losses until we finish the development of our products,
obtain government approval, if required, for our products, and sell enough
products at prices high enough to generate a profit. There is no assurance that
we will be able to develop a commercially viable product, to obtain approval for
our products, or to generate net revenue from the sale of our products, or to
achieve or maintain profitable operations.
Our Products Are Still In Development
Centrex has no products or services for sale at this time. The Centrex E.
coli detection system is still in the research and development stage. It has not
yet been submitted to or received approval from any government agency which may
be required before we can sell the product in the United States ("U.S."). There
is no assurance that the product will be commercially viable or that any agency
will approve the product for sale in the U.S. It is anticipated that the E. coli
detection system will be marketed worldwide when development is completed and
any required approvals are secured, either directly by Centrex or by a corporate
marketing partner, to water treatment systems and end users of drinking water
including individual homeowners, hospitals and water park operators.
The E. coli detection system is the commercial use of a detection technique
developed by LANL for use by the U.S. armed forces. The detection system uses a
proprietary, patented technology to detect the "fingerprint" of the bacteria it
has been calibrated to match. This technique yields rapid results because a
culture is not required.
If We Cannot Generate Adequate, Profitable Sales Of Our Product, We Will Not Be
Successful
In order to succeed as a company, we must develop a commercially viable
product and sell adequate quantities at a high enough price to generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially viable product, a number of factors may affect future sales of
our product. These factors include:
- - Whether we are successful in obtaining required approvals;
- - Whether water treatment plants and end users will accept our product as a
viable alternative to the current testing method; and
- - Whether the cost of our product is competitive in the marketplace
We Must Raise Additional Funds To Commence Testing
We require substantial additional working capital to begin collecting data,
to commence and complete field trials, and to market our potential product.
There is no assurance that the additional capital required will be available to
Centrex on acceptable terms when needed, if at all. Any additional capital may
involve substantial dilution to the interests of Centrex's then existing
shareholders.
Stringent, Ongoing Government Regulation And Inspection Of Our Potential Product
Could Lead To Delays In Manufacture, Marketing and Sales
Water treatment plants are controlled by governments worldwide. The
controlling agency may continue to review products even after they receive
approval. Our potential product, its manufacture and marketing will be subject
to ongoing regulation, including compliance with current Good Manufacturing
Practices and adverse reporting requirements. Any enforcement action resulting
from failure to comply with requirements could affect the manufacture and
marketing of our potential product.
We Must Obtain Regulatory Approvals In Foreign Jurisdictions To Market Our
Products Abroad
We will be subject to a variety of regulations governing sales of our
products outside the U.S. Whether or not U.S. approval has been obtained, we
must secure approval of a product by the comparable non-U.S. regulatory
authorities prior to the commencement of marketing of the product in a foreign
country. The process of obtaining these approvals will be time consuming and
costly. The approval process varies from country to country and the time needed
to secure additional approvals may be longer than that required for U.S.
approval. Unanticipated changes in existing regulations or the adoption of new
regulations could affect the manufacture and marketing of our products.
We May Not Be Able To Market And Distribute Our Product
Our success depends, in part, on our ability to market and distribute our
product effectively. We have no experience in the sale or marketing of water
safety products. We have no manufacturing, marketing or distribution
capabilities. In the event that we obtain U.S. approval for our potential
product, we may require the assistance of one or more experienced water safety
device companies to market and distribute our potential product effectively. If
we seek an alliance with an experienced water safety device company, we may be
unable to find a collaborative participant, enter into an alliance on favorable
terms or enter into an alliance that will be successful. Any participant to an
alliance might, at its discretion, limit the amount and timing of resources it
devotes to marketing our product. Any marketing participant or licensee may
terminate its agreement with us and abandon our product at any time for any
reason without significant payment. If we do not enter into an alliance with a
water safety device company to market and distribute our product, we may not be
successful in entering into alternative arrangements, whether engaging
independent distributors or recruiting, training and retaining a marketing staff
and sales force of our own.
Intense Competition Could Harm Our Financial Performance
The water safety industry is highly competitive. There are a number of
companies, universities and research organizations actively engaged in research
and development of products that may be similar to the Centrex E. coli detection
system. Our competitors may have substantially greater assets, technical staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.
We Do Not Own The Patents And Will Not Own Any Improvements
We do not own any patents. The E. coli detection method is owned by the
University of California and they filed a provisional patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.
The University of South Florida owns the U.S. patent for the
cryptosporidium detection method, which was published April 1, 1997.
The filing, prosecution and maintenance of all patent rights are within the
sole discretion of the patent owners. We have the right to request that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully entitled to do so, at our sole expense. There is
no assurance that the University of California or the University of South
Florida will seek, obtain or maintain such patent and other protection to which
they are or may become lawfully entitled and there is no assurance that we will
have enough working capital to fund their activities.
There May Be Competing Products In The Future
There is no assurance that competing products will not be developed or that
improvements to the patent will be available to Centrex under its existing
license. The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners. Centrex has the right to request that
the patent owners seek, obtain and maintain such patent and other protection to
the extent that they are lawfully entitled to do so, at Centrex's sole expense.
There is no assurance that the patent owners will seek, obtain or maintain such
patent and other protection to which they are lawfully entitled. Further, there
is no assurance that Centrex will have sufficient working capital to fund the
patent owners' efforts in those activities, if requested.
Our Lack Of Foreign Patent Protection Could Adversely Affect Our Ability To
Compete
The U.S. patent covering the Centrex E. coli detection technology does not
extend to foreign countries, and the Company does not presently have any foreign
patent protection for its product.
We Are Dependent Upon The Services Of The Researchers And Our Employees
The E. coli detection system is being developed at LANL under the direction
of Dr. Alonso Castro, discoverer of the E. coli detection process. The loss of
the services of Dr. Castro and our inability to retain an acceptable substitute
could have a material adverse effect on us.
We are also dependent upon the services of our sole officer and director
and employees, each of whom have provided services without cash compensation.
There is no assurance they will continue to provide services without cash
compensation. There are no employment agreements. The loss of their services or
our inability to retain such experienced personnel could have a material adverse
effect on our business prospects.
Concentration Of Stock Ownership
Our sole officer and director, employees and beneficial owners, as a group,
own about 75% of our issued and outstanding common stock. As a result, they
exercise substantial influence over our business and the election of members to
the Board of Directors.
Limited Experience Of Management And Potential Conflicts Of Interest
The sole officer and key employees of Centrex have had limited experience
in the water safety industry. In addition, the sole officer and key employees
are associated with other firms involved in a range of business activities.
Consequently, there are potential conflicts of interest in their acting as
officers and directors of Centrex. Management estimates that not more than 50%
of their time will be devoted to Centrex's activities.
No Market For Our Common Stock
There is no market for our common stock and there is no assurance that one
will be established. There is also no assurance that even if we are successful
in establishing a market for our common stock that the market will be sustained.
You may not ever be able to sell your shares of common stock.
We Do Not Expect To Pay Dividends
We have not declared or paid, and for the foreseeable future we do not
anticipate declaring or paying, dividends on our common stock.
Dilution
You will experience significant dilution if you invest in this Offering.
Also, to the extent outstanding warrants and options to purchase our common
stock are exercised or additional equity securities are issued at a price below
the price of a share in this offering, you will experience dilution. At November
1, 2000, the Company had outstanding options to purchase 350,000 shares of
common stock at $0.50 per share.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares sold by
Selling Shareholders.
SELLING SHAREHOLDERS
The following table and discussion sets forth certain information with
respect to the selling shareholders.
Beneficial
Ownership of
Shares of Common Shares Available Shares Owned
Stock Prior to for Sale in the After the
Selling Shareholder Offering Offering (1) Offering
Gifford Mabie 220,000 500,000 720,000(2)
Rhonda Vincent 325,000 500,000 825,000(3)
Kara Greuel 100,000 250,000 350,000
Vicki Pippin 625,000 500,000 1,125,000
Thomas Coughlin, Jr. 600,000 500,000 1,100,000
Consultants 0 1,100,000 1,100,000
(1) Assumes all common shares are sold pursuant to this offering. Selling
shareholders, however, may choose to exercise only a portion or none of
their options and may not sell any or all of the common shares issued upon
exercise of the options. There are currently no agreements, arrangements or
understandings with respect to the exercise of any options or the sale of
any of the shares received upon such exercise.
(2) The amount of securities to be offered or resold by means of this reoffer
prospectus may not exceed, during any three month period the amount
specified in Rule 144(e). Mr. Mabie does not have the present intent to
sell.
(3) Does not include 325,000 shares owned by Carl G. Vincent, Jr. and 200,000
shares owned by Vincent Family Trust. Ms. Vincent disclaims beneficial
ownership of these shares because she does not exercise control over the
shares owned by her spouse or the Trust.
PLAN OF DISTRIBUTION
We are registering the securities on behalf of the selling shareholders.
All costs, expenses and fees in connection with the registration of the
Securities offered hereby will be paid by us. We estimate such costs, expenses
and fees to be $250. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of Securities will be paid by the selling shareholders.
The selling shareholders may sell up to 3,350,000 shares of common stock
from time to time. These selling shareholders may sell their shares
-On the OTC Bulletin Board
-To a broker-dealer, including a market maker, who purchases the
shares for its own account -In private transactions or by gift
The selling shareholders may also pledge their shares from time to time,
and the lender may sell the shares upon foreclosure.
The shares are being offered by the selling shareholders have been issued
as compensation for services rendered not in connection with a capital fund
raising transaction or to make or maintain a market for Centrex's common stock.
The decision to sell any securities is within the discretion of the selling
shareholder. Each selling shareholder is free to offer and sell his or her
securities at times, in a manner and at prices as he or she determines.
The selling shareholders may sell the shares at a negotiated price or at
the market price or both. They may sell their shares directly to the purchasers
or they may use brokers. If they use a broker, the selling shareholder may pay a
brokerage fee or commission or they may sell the shares to the broker at a
discount from the market price. The purchasers of the shares may also pay a
brokerage fee or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by any of
the selling shareholders for the sale of any of their shares.
The selling shareholders and broker-dealers, if any, acting in connection
with sales by the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commission received
by them and any profit on the resale by them of the securities may be deemed to
be underwriting discounts and commissions under the Securities Act.
We have advised the selling shareholders that the anti-manipulative rules
under the Exchange Act, which are set forth in Regulation M, may apply to their
sales in the market. We have furnished the selling shareholders with a copy of
regulation M, and we have informed them that they should deliver a copy of this
prospectus when they sell any shares.
AVAILABLE INFORMATION
We file annual, quarterly and periodic reports, proxy statements and other
information with the Securities and Exchange Commission using the Commission's
EDGAR system. You can find Centrex's SEC filings on the SEC's web site,
www.sec.gov.
We furnish our shareholders with annual reports containing audited
financial statements and with such other periodic reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.
You should rely only on the information contained in this Prospectus and
the information we have referred you to. We have not authorized any person to
provide you with any information that is different.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15 of the Securities Exchange Act of
1934
1. Our Form 10-SB, as amended
2. Our Annual Report on Form 10 KSB for the year ended December 31, 2000
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this prospectus and the registration statement. We have authorized no one to
provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.
If we file any document with the SEC that contains information which is
different from the information contained in this prospectus, you may rely only
on the most recent information which we have filed with the Commission.
We will provide a copy of the documents referred to above without charge if
you request the information from us. You should contact Mr. Gifford Mabie,
President, Centrex, Inc., 8908 S. Yale Ave. #409, Tulsa, Oklahoma 74137,
telephone (918) 491-7557, if you wish to receive any of such material.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon by Kaufman &
Associates, One Main Plaza, Suite 210, Tulsa, OK 74119.
EXPERTS
The balance sheet of Centrex as of December 31, 2000 and the statements of
operations, shareholders' equity and cash flows for the period from inception
(October 6, 1998) to December 31, 2000 and for the years ended December 31, 2000
and 1999, included in this prospectus, have been included herein in reliance on
the report, which includes an explanatory paragraph on our ability to continue
as a going concern, of Tullius Taylor Sartain & Sartain LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) the Company's Form 10-SB filed November 27, 2001 as amended.
(b) the Company's Form 10-KSB for the year ended December 31, 2000.
All documents subsequently filed by Centrex pursuant to Sections 13(a),
13(c), 14 and 15 of the Securities Exchange Act of 1934 prior to the filing of
any post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement from the
date of filing of such documents.
Item 4. Description of Securities.
Incorporated herein by reference to our Form 10-SB, filed November 27,
2000, as amended.
Item 5. Interests of Named Experts and Counsel.
There are no experts having an interest in the shares offered hereby.
Kaufman & Associates is acting as special counsel to Centrex in connection with
the filing of this Registration Statement. Kaufman & Associates acts as legal
counsel to Centrex on various matters for which they have received cash
compensation, along with their out of pocket expenses.
Item 6. Indemnification of Directors and Officers.
Incorporated herein by reference to our Form 10-SB, as amended.
Item 7. Exemption from Registration.
The transactions covered by this Registration Statement were not registered
under the Securities Act of 1933 as amended in reliance upon the exemptions from
such registration pursuant to Section 4(2), and Regulation D.
Item 8. Exhibits.
Exhibit
No. Description of Exhibit
------- ----------------------
5.0 Opinion of Kaufman & Associates
23.1 Consent of Kaufman & Associates (contained in Exhibit 5.0)
23.2 Consent of Tullius Taylor Sartain & Sartain LLP
Item 9. Undertakings.
The registrant hereby covenants and undertakes, pursuant to SEC Rule 512,
to:
(a) Rule 415 offering.
(I) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement; and
(II) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933; and
(III)Reflect in the prospectus any facts or events arising after the
effective date which individually or in the aggregate represent a
fundamental change in the information set forth in the registration
statement; and
(IV) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement;
and
(V) That for purpose of determining any liability under the Securities Act
of 1933, each such post effective amendment shall be deemed to be a
new registrations statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(VI) Remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold which remain
unsold at the termination of the offering; and
(VII) Not applicable since the registrant is not a foreign issuer.
(b) Rule 512 (b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13 (a) or section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Rule 512 (h).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel in the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question where such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on May 9, 2000.
Centrex, Inc.
By /s/ Gifford Mabie
-------------------------------------
Gifford Mabie
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated:
Director Date
-------- ------
/s/ Gifford Mabie July 19, 2001
----------------------------
Gifford Mabie, Director